Fortum confirms that it is in advanced discussions with E.ON concerning E.ON's46.65% stake in the Germany-based international energy company Uniper. Inrelation to these advanced discussions, certain questions are currently beingclarified with the authorities by E.ON. Any agreement between the parties willbe subject to the required internal approvals of both parties. It is notcertain that the discussions will result in an agreement.

Should Fortum reach an agreement with E.ON, Fortum would make a voluntaryPublic Takeover Offer (“Offer”) to all shareholders of Uniper under the GermanSecurities Acquisition and Takeover Act. E.ON could tender its stake of 46.65%in Uniper into the Offer in early 2018.

It is currently considered that under such Offer by Fortum, Unipershareholders, including E.ON, would receive a total value of EUR 22 in cash pershare. The Offer would not be subject to any minimum acceptance threshold. AnyOffer would be subject to customary regulatory approvals.

The total value of EUR 22 per share to be received by Uniper shareholderspursuant to the Offer corresponds to a total equity value of approximately EUR3.76 billion for E.ON’s 46.65% shareholding in Uniper and of EUR 8.05 billionfor 100% of Uniper’s outstanding share capital.

If the Offer is launched as currently contemplated, Uniper shareholders wouldhave the opportunity to realise attractive and certain value by tendering theirshares. The total value implies a premium of 36% to the price prior to intensemarket speculation on a potential transaction at the end of May, as well as a120% premium to the initial trading price post spin-off of EUR 10.

“The offer would be an attractive opportunity for Uniper shareholders tocapture the full value of their investment,” said Pekka Lundmark, Fortum'sPresident and CEO. "Uniper shareholders could lock in the significant shareprice gains related to a significant degree to the prolonged takeoverspeculation in recent months."

The transaction currently under discussion is grounded in a strong strategicand financial rationale. The investment would deliver on Fortum's previouslyannounced, disciplined capital redeployment strategy and investment criteria.Uniper’s businesses are well aligned with Fortum's core competencies, are closeto Fortum's home markets and are highly cash generative.

“Uniper's stated role as the provider of security of supply would be anexcellent match with Fortum's ambition to accelerate the energy transition withincreasing renewable generation and innovative solutions. Both are needed tomake the change happen and each plays a crucial part as Europe transitions froma conventional to a cleaner and more secure energy future," said PekkaLundmark.

The businesses and competencies of Fortum and Uniper are highly complementary.Uniper's production portfolio in Sweden is mainly based on CO2-free hydro andnuclear power, and is therefore an excellent fit with Fortum, one of thecleanest power producers in Europe. In Russia, Uniper's production fleet, likethat of Fortum's, is largely based on highly efficient gas-fired generation. InContinental Europe, Uniper has a technologically advanced, flexible and highlycost-efficient generation portfolio predominantly based on gas, coal andhydropower. Uniper's power plants and gas assets have an essential role inproviding security of supply and affordable energy as Europe transitionstowards low emission energy. In addition, Uniper has extensive commoditiestrading activities that are complementary to the power generation business. Thecommodities business also includes sizeable gas storage and long term contractportfolios that play a key role in ensuring security of supply.

Fortum confirms that it previously proposed to Uniper management a fullbusiness combination agreement, including commitments to protect the interestsof Uniper’s key stakeholders. As Uniper has stated its intention to remainindependent, in the transaction currently under discussion, Fortum would focuson being an active, supportive and reliable shareholder of Uniper and aconstructive strategic partner to Uniper, its management and employees,provided that an agreement with E.ON can be reached and the Offer would beconsummated, with E.ON deciding to tender its stake.

Fortum acknowledges that the dedication of the Uniper workforce is thefoundation for the current and future success of Uniper's operations. As astrategic investor and responsible major shareholder in Uniper, Fortum would becommitted to protecting the interests of Uniper’s employees and otherstakeholders.

Fortum fully acknowledges the integrity of existing employee rights and has nointention to cause Uniper to implement forced redundancies in connection withthe discussed transaction or for Uniper to change its corporate seat away fromDüsseldorf, Germany.

“We intend to be a long-term investor in Uniper and we take our responsibilityto all stakeholders very seriously,” said Pekka Lundmark. "We are convincedthat a close cooperation of the two companies would render significant benefitsfor all stakeholders as there are many strategic and operational touchpointsbetween the portfolios of Fortum and Uniper. We hold Uniper management in highregard and, if a transaction is agreed with E.ON, are looking forward todiscussing with Uniper management how our commitments can be adequatelyformalised.”

As of today there can be no certainty whether discussions with E.ON will resultin an agreement and hence whether an Offer will be launched. Fortum will notspeculate on the timetable or the outcome of the discussions with E.ON. Fortumwill make further announcements only if and when appropriate.

Fortum Corporation

Måns HolmbergActing Head of Investor Relations and Financial Communications

FortumFortum is a leading clean-energy company that provides its customers withelectricity, heating and cooling as well as smart solutions to improve resourceefficiency. We want to engage our customers and society to join the change fora cleaner world. We employ some 9,000 professionals in the Nordic and Balticcountries, Russia, Poland and India, and 62% of our electricity generation isCO2 free. In 2016, our sales were EUR 3.6 billion. Fortum's share is listed onNasdaq Helsinki. www.fortum.com

UniperUniper is an international energy company with activities in Europe, Russia andnumerous other markets worldwide. The company employs around 13,000 people.Uniper operates power plants in Europe and Russia, with a total installedcapacity of around 40 gigawatts, and it runs an extensive energy tradingbusiness. Uniper also maintains gas storage facilities in Germany, Austria andthe UK, which help to create a flexible balance between supply and demand inthe gas supply system. Furthermore, the company develops energy storagesolutions to support renewable energies. Uniper is listed on the Frankfurtstock exchange (Börse Frankfurt).

About Us

Fortum is a leading clean-energy company that provides its customers with electricity, heating and cooling as well as smart solutions to improve resource efficiency. We want to engage our customers and society to join the change for a cleaner world. We employ some 9,000 professionals in the Nordic and Baltic countries, Russia, Poland and India, and 62% of our electricity generation is CO2 free. In 2016, our sales were EUR 3.6 billion. Fortum's share is listed on Nasdaq Helsinki. www.fortum.com